This Non-Disclosure Agreement (the “Agreement”) is entered into by and between., a corporation organized and validly existing pursuant to the laws of yyyyyyyyyyyy, having its principal place of business (hereinafter referred to as the “XXXXXXXXX”), and AAAAAA, a corporation organized and validly existing pursuant to the laws of the State of______________,having its principal place of business at __________________ (hereinafter referred to as “COMPANY”). The terms “Party” and “Parties” hereinafter shall refer respectively and collectively to XXXXXXXXX and COMPANY.
WHEREAS, XXXXXXXXX and COMPANY both possess certain proprietary information in respect to their activities, business, internal organization, customers, products, properties, (“ConfidentialInformation”).
WHEREAS, XXXXXXXXX and COMPANY are interested in doing business with each other, and for such purposes the parties may disclose certain Confidential Information.
WHEREAS, one party disclosing Confidential Information pursuant to this Agreement shall be deemed “Disclosing Party”, and the receipient of any such Confidential Information disclosed shall be deemed the “ReceivingParty”.
NOW THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:
1. Purpose. The purpose of this Agreement is to specify the non-disclosure obligations of each party with regards to their Confidential Information related to any business or future business.
2. Definition of Confidential Information. The term “Confidential Information”includes, but is not limited to, all oral or written, notes, analyses, compilations, studies, interpretations, rates, sales, marketing techniques, technical information (including, but not limited to, computer software information, formulas, data base, programs, algorithms or source code), financial information, data, accounting, audits, and strategic relationships.
3. Limitations on ConfidentialInformation. The term “Confidential Information” does not include information which: (1) is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party, (2) was within the Receiving Party’s possession prior to its being furnished to the Receiving Party by or on behalf of the Disclosing Party pursuant hereto, provided that the source of such informationwas not known by the Receiving Party, after reasonable investigation, to be bound by a non-disclosure or confidentiality agreement with the Disclosing Party or bound by other contractual, legal or fiduciary obligations of confidentiality to the Disclosing Party or any other party with respect to such information, or (3) becomes available to the Receiving Party on a non-confidential basis from asource other than the Disclosing Party, provided that such source is not bound by a non-disclosure or confidentiality agreement with the Disclosing Party or bound by other contractual, legal or fiduciary obligations of confidentiality to the Disclosing Party or any other party with respect to such information.
4. Use of Confidential Information. Each Party hereby agrees that it shall use theConfidential Information solely for the purpose of doing business between them, that it will keep the Confidential Information confidential and that it will not disclose any of the Confidential Information in any manner whatsoever; provided, however, that: (1) the Receiving Party may make any disclosure of such information to which the Disclosing Party gives its prior written consent, (2) any of suchConfidential Information may be disclosed to the Receiving Party’s officers, directors, employees and agents who need to know such information for the sole purpose of considering doing business or the business between them, who agree to keep such information confidential in accordance with this Agreement and agree to be bound by the terms hereof to the same extent as if they were Parties hereto;...